Common use of Right of First Offer and Right of First Refusal Clause in Contracts

Right of First Offer and Right of First Refusal. (a) In addition to the other restrictions provided in this Agreement, if the Purchaser desires to Transfer any Company Securities (other than to any Affiliate of the Purchaser), the Purchaser will give written notice to the Company of such intention to Transfer Company Securities (as used in this Section 3.3, the "Sale Notice"). The Sale Notice will describe either (i) if the Purchaser intends to Transfer Company Securities to any Person that (A) following such Transfer, would (alone or collectively with all Affiliates of such Person) beneficially own more than (*) percent ((*)%) of the outstanding Common Stock or (B) is listed on Schedule 2 hereto, as revised or updated from time to time in accordance with Section 3.1(b)(i) hereof (any such Transfer, a "Significant Transfer"), (1) the class and number of Company Securities to be transferred, (2) the minimum consideration for which the Purchaser will Transfer the securities, and (3) the proposed Transferee and, to the extent such information is reasonably available to the Purchaser, the amount of securities of the Company then held by such proposed Transferee, or (ii) in the case of all other proposed Transfers, the class and number of Company Securities to be Transferred. In the event the Transfer is being made pursuant to paragraph (f) below, the Sale Notice shall so state. (b) In the event the proposed transfer is not a Significant Transfer, the Company shall have the right, within (i) in the event the Market Price of the Company securities proposed to be Transferred is less than fifty million dollars ($50,000,000) (a "Small Sale"), fifteen (15) days, (ii) in the event the Market Price of the Company Securities proposed to be Transferred is fifty million dollars ($50,000,000) or more, but less than one hundred million dollars ($100,000,000) (a "Medium Sale"), thirty (30) days, and (iii) in the event the Market Price of the Company Securities proposed to be Transferred is one hundred million dollars ($100,000,000) or more (a "Large Sale"), sixty (60) days, in each case after the delivery of the Sale Notice, to offer to purchase all (but not less than all) of the Company Securities proposed to be Transferred, at a price determined by the Company in its sole discretion, by delivery to the Purchaser of a written notice (the "Right of First Offer Notice") stating the price offered by the Purchaser. The Purchaser shall have the right within five (5) Business Days after the

Right of First Offer and Right of First Refusal. (a) In addition to the other restrictions provided in this Agreement, if the Purchaser desires to Transfer any Company Securities (other than to any Affiliate of the Purchaser), the Purchaser will give written notice to the Company of such intention to Transfer Company Securities (as used in this Section 3.3, the "Sale Notice"). The Sale Notice will describe either (i) if the Purchaser intends to Transfer Company Securities to any Person that (A) following such Transfer, would (alone or collectively with all Affiliates of such Person) beneficially own more than (*) ten percent ((*)10%) of the outstanding Common Stock or (B) is listed on Schedule 2 hereto, as revised or updated from time to time in accordance with Section 3.1(b)(i) hereof (any such Transfer, a "Significant Transfer"), (1) the class and number of Company Securities to be transferred, (2) the minimum consideration for which the Purchaser will Transfer the securities, and (3) the proposed Transferee and, to the extent such information is reasonably available to the Purchaser, the amount of securities of the Company then held by such proposed Transferee, or (ii) in the case of all other proposed Transfers, the class and number of Company Securities to be Transferred. In the event the Transfer is being made pursuant to paragraph (f) below, the Sale Notice shall so state. (b) In the event the proposed transfer is not a Significant Transfer, the Company shall have the right, within (i) in the event the Market Price of the Company securities proposed to be Transferred is less than fifty million dollars ($50,000,000) (a "Small Sale"), fifteen (15) days, (ii) in the event the Market Price of the Company Securities proposed to be Transferred is fifty million dollars ($50,000,000) or more, but less than one hundred million dollars ($100,000,000) (a "Medium Sale"), thirty (30) days, and (iii) in the event the Market Price of the Company Securities proposed to be Transferred is one hundred million dollars ($100,000,000) or more (a "Large Sale"), sixty (60) days, in each case after the delivery of the Sale Notice, to offer to purchase all (but not less than all) of the Company Securities proposed to be Transferred, at a price determined by the Company in its sole discretion, by delivery to the Purchaser of a written notice (the "Right of First Offer Notice") stating the price offered by the Purchaser. The Purchaser shall have the right within five (5) Business Days after the